Absolute Assignment of Debt

THIS ASSIGNMENT dated [Date (ie. July 31, 2002)]

BETWEEN:

[NAME OF ASSIGNOR]

(the "Assignor")

-and-

[NAME OF ASSIGNEE]

(the "Assignee")

WHEREAS:

(A) [Name of Debtor (the person who owes the Debt)] (the "Debtor") is indebted to the
Assignor in the sum of $[Amount of Debt (ie. $25,000)] (the "Debt"); and

(B) The Assignor wishes to assign to the Assignee, and the Assignee wishes to receive an
assignment of the Debt;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1. The Assignor hereby assigns, transfers and sets over unto the Assignee the Debt together
with all advantage and benefit to be derived therefrom.

2. As consideration for the assignment, the Assignee agrees to pay to the Assignor,
concurrently with the execution of this Agreement, the sum of $[Amount of money to be
paid for Assignment of Debt (ie. $20,000)].

3. The Assignor hereby acknowledges, covenants and agrees that the Debt is justly and truly
owing by the Debtor to the Assignor.

4. The Assignor covenants and agrees with the Assignee that at the request of the Assignee,
the Assignor shall assign to the Assignee all its or his right, title and interest in any
security in respect of the Debt assigned by this Assignment, and the same shall be
deemed security granted by the Assignor to the Assignee.
 -2-

5. The Assignor acknowledges and agrees that all its or his rights in respect of the Debt have
been assigned to the Assignee but that the acceptance by the Assignee of this Assignment
shall not impose upon the Assignee any obligation to take any steps to effect the
collection of same or to ensure that the Debt does not become statute barred by the
operation of any law relating to limitation of actions, or otherwise.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above written.

Witness [NAME OF ASSIGNOR]

Witness [NAME OF ASSIGNEE]